Template C — Consultancy Agreement

Status: Draft for Zoe's review. Do not issue to consultants before sign-off. Applies to: Genuine independent contractors providing professional services to the Company on a self-employed basis.

This is not an employment contract and not a worker agreement. It is a B2B services agreement intended to fall outside IR35.

Before issuing: confirm with the consultant (and their accountant) that the working pattern genuinely supports self-employed status — substitution right, no mutuality of obligation, no integration into the business, no Company control beyond deliverables.

CONSULTANCY SERVICES AGREEMENT

Between: Wild Hearth Bakery Limited, company number SC543706, registered office 42 Comrie Street, Crieff, Perth and Kinross, PH7 4AX, principal place of business 15A Cultybraggan Camp, Comrie, Crieff PH6 2AB ("the Company")

and: {{first_name}} {{last_name}} of {{address}}, trading as {{trading_name}} ("the Consultant")

1. Status

1.1 The Consultant is an independent contractor, not an employee or worker of the Company. 1.2 The Consultant is responsible for their own income tax, National Insurance, VAT (if applicable), and pension arrangements. 1.3 The Consultant is not entitled to holiday pay, sick pay, pension auto-enrolment, redundancy pay, or any other employment benefit. 1.4 The Consultant warrants that this engagement is outside the scope of IR35 based on the working practices described in this agreement. 1.5 Before this agreement is signed, the Company and Consultant will jointly complete an HMRC CEST assessment, with the outcome attached as Schedule 2.

2. Services

2.1 The Consultant will provide the following services: {{services_description}}. 2.2 The Consultant will exercise their own professional judgement in delivering the services. The Company will not direct the manner or method of work. 2.3 The Consultant will deliver the services at a time and place of their own choosing, subject to reasonable deadlines agreed in writing.

3. Substitution

3.1 The Consultant may, at their own cost, appoint a suitably qualified substitute to perform any part of the services, subject to the Company's prior approval of the substitute (such approval not to be unreasonably withheld).

4. No mutuality of obligation

4.1 The Company is under no obligation to offer the Consultant work, and the Consultant is under no obligation to accept any work offered. 4.2 The Consultant is free to provide services to other clients during the term of this agreement, subject to clause 8 (Conflicts).

5. Fees and expenses

5.1 The Company will pay the Consultant £{{rate}} per {{rate_basis}}. 5.2 The Consultant will submit an invoice monthly. Payment terms are 30 days from invoice date. 5.3 Pre-approved expenses will be reimbursed against receipts. 5.4 The Consultant will not be paid for time not worked (no holidays, sickness, or downtime).

6. Equipment

6.1 The Consultant will use their own equipment, tools and materials, except where access to Company systems is essential.

7. Confidentiality

7.1 The Consultant must not disclose confidential information of the Company (recipes, methods, supplier lists, customer lists, pricing, commercial plans) to third parties during or after the engagement. 7.2 All work product, deliverables, and intellectual property created in the course of the engagement are assigned to the Company on payment of the relevant invoice.

8. Conflicts of interest

8.1 The Consultant must declare any work for competitors of the Company or any other potential conflict of interest before commencing it.

9. Term and termination

9.1 This agreement commences on {{start_date}} and continues until terminated by either party on {{notice_period}} notice in writing. 9.2 Either party may terminate immediately for material breach.

10. Insurance

10.1 The Consultant is responsible for their own professional indemnity and public liability insurance, where appropriate to the services provided.

11. Indemnity

11.1 The Consultant indemnifies the Company against any tax, National Insurance, penalties or interest the Company may incur if HMRC or any other authority determines the Consultant should have been treated as an employee.

12. Governing law

12.1 This agreement is governed by the law of Scotland.

Signed for and on behalf of Wild Hearth Bakery Limited

Name: ____________________________ Position: ____________________________ Date: ____________________________

Signed by the Consultant:

Name: {{first_name}} {{last_name}} Signature: ____________________________ Date: ____________________________